Idea Acquisition Corp-A美股招股说明书(2026-02-11版)

Idea Acquisition Corp. 35,000,000Units Idea Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company andincorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses or entities, which we refer to throughoutthis prospectus as our initial business combination. We have not selected any specific business combination target andwe have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target. We may pursue an initial business combination in any business or industry but expect totarget opportunities and companies operating in the software vertical that leverages large language models or otherartificial intelligence tools. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof topurchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Onlywhole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only wholewarrants will trade. The warrants will become exercisable 30days after the completion of our initial businesscombination, and will expire fiveyears after the completion of our initial business combination or earlier uponredemption or our liquidation, as described in more detail herein. Subject to the terms and conditions described in thisprospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 5,250,000units to cover over-allotments, ifany. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, votefor, or against, our initial business combination, all or a portion of their ClassA ordinary shares that were sold as partof the units in this offering, which we refer to collectively as our public shares, in connection with the completion ofour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of twobusiness days prior to the consummation of our initial businesscombination, including interest earned on the funds held in the trust account (which interest shall be net of taxes paidor payable (excluding any 1% U.S.federal excise tax on stock repurchases under the Inflation Reduction Actof2022,or similar tax, that is imposed on us, if any)), divided by the number of then outstanding public shares, subject to thelimitations and on the conditions described herein. As further described in this prospectus, our amended and restatedmemorandum and articles of association provides that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined underSection13 of the Securities ExchangeActof1934, as amended (the “ExchangeAct”)), will be restricted fromredeeming its public shares with respect to more than an aggregate of 15% of the then issued and outstanding publicshares, without our prior consent. See “Summary—The Offering—Limitation on redemption rights of shareholdersholding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certainlimitations on redemption rights. If we do not consummate an initial business combination within 24months from theclosing of this offering or if our board of directors approves an earlier liquidation, we will redeem 100% of the publicshares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,including interest earned on the funds held in the trust account (which interest shall be net of taxes paid or payable andup to $100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding publicshares, subject to applicable law and certain conditions as further described herein. We may seek shareholder approvalto amend our amended and restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. If we seek shareholder approval for an extension, holders of our publicshares will be offered an opportunity to redeem their public shares if such extension is implemented. Prior to this offering, there was no public market for our units, Class A ordinary shares or warrants. We have beenapproved to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol “IACOU,” on orpromptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will beginseparate trading